Litigation History

Background and Origins of the Dispute

This litigation originated as a business dispute between Lisa, S.A. and the controlling shareholders of the Avícola Villalobos Group, Guatemala’s largest poultry conglomerate. At the heart of the conflict is Lisa’s one-third ownership stake, originally held by Arturo Gutiérrez through Lisa, S.A., where he was the ultimate beneficiary.

In the 1960s, Arturo and his siblings—Isabel Gutiérrez de Bosch and Dionisio Gutiérrez Sr.—co-founded the poultry business that would later become the Avícola Villalobos Group. Ownership was divided equally among the three family branches. Over time, the group was formalized through various entities, including Villamorey, S.A., a Panamanian company used to distribute dividends to shareholders.

After relocating to Canada in the 1980s, Arturo delegated management of the business to his nephews—Juan Luis Bosch Gutiérrez, Felipe Bosch Gutiérrez, Juan José Gutiérrez Mayorga, and Dionisio Gutiérrez Mayorga. Lisa, S.A. continued to receive annual dividends from the steadily growing and highly profitable company.

Discovery of Dual Accounting and Withheld Dividends (1997–1999)

In the late 1990s, during negotiations led by Arturo’s nephews through their holding company, Corporación Multi-Inversiones (CMI), to acquire Lisa’s one-third stake in the business, Lisa’s representatives were inadvertently granted access to internal financial records that revealed serious irregularities. Meetings held in Toronto between Lisa representatives and senior executives of the Avícola Villalobos Group and CMI uncovered a troubling reality: the use of dual accounting systems, extensive off-the-books sales, and large-scale tax evasion.

These unreported cash transactions—estimated to account for up to 50% of the Group’s total revenue—were systematically excluded from the official financial statements shared with Lisa, depriving it of its rightful share of dividends. CMI executives admitted that the hidden funds were moved through various companies, including Leamington Reinsurance Company Ltd., a Bermuda-based reinsurer, and then distributed to other shareholders, entirely bypassing Lisa.

In one meeting, executives described a room they called the “Gags and Tricks Room,” where physical documents were destroyed after being entered into confidential internal systems. These disclosures made it clear that Lisa had been deliberately excluded from major financial benefits, while also being exposed to legal liability for crimes it did not commit.

Confronted with clear evidence of fraud, Lisa initiated legal action in 1999.

The Bermuda Lawsuit and 2008 Judgment

Lisa filed a lawsuit in the Supreme Court of Bermuda against Leamington Reinsurance Company Ltd. and Avícola Villalobos S.A., alleging fraud, breach of trust, and conspiracy. The case went to trial in 2008.

On September 5, 2008, the Bermuda court issued a landmark ruling against Leamington, confirming multiple elements of the fraud and misconduct:

• The court found that CMI was the controlling entity behind a scheme to defraud Lisa.
• The Avícola Group had systematically maintained dual accounting records and concealed a large portion of its cash income
• Leamington was used to launder these illicit profits, which were then distributed to other shareholders while excluding Lisa
• Lisa was intentionally denied its rightful dividends
• Executives at CMI and the Avícola Group had full knowledge of the scheme and acted with the intent to harm Lisa

The defendants did not appeal the ruling—effectively admitting the wrongdoing. The court’s findings exposed systemic abuse of shareholder rights and deeply embedded financial misconduct at the heart of the Avícola Villalobos Group.

Post-Judgment: Failed Settlement and Retaliation

Following the Bermuda judgment, Lisa entered into a series of settlement discussions with the other shareholders from 2009 to 2011. Despite Lisa’s willingness to negotiate and its request for meaningful financial disclosures, the other shareholders refused to negotiate in good faith. The financial information provided was minimal and incomplete, and the cash offers made were far below the value supported by the Bermuda court’s findings and Lisa’s estimates of unpaid dividends and share value.

When the negotiations failed, the controlling shareholders escalated their efforts. In 2011, they orchestrated shareholder meetings across all companies in the Avícola Villalobos Group and adopted corporate resolutions to exclude Lisa as a shareholder. This was not a lawful buyout—it was a seizure.

At the same time, the companies began filing retaliatory damages claims against Lisa in Guatemala, rehashing allegations already rejected by the Bermuda court. These legal actions were not only meritless but designed to silence Lisa and obscure the underlying issue: their wrongful exclusion and the denial of over a decade of dividends.

Outcome and Strategic Impact

The Bermuda judgment was a turning point. It provided judicial confirmation that Lisa had been defrauded and unlawfully excluded from the benefits and governance of the Avícola Villalobos Group.

But instead of resolving the conflict, the defendants escalated it. They refused to settle, obstructed shareholder rights, and launched a coordinated campaign of retaliatory litigation.

These events form the foundation for the current legal battles taking place in Guatemala and Panama. Lisa’s successor, BDT Investments Inc., continues to pursue justice: seeking unpaid dividends, compensation for damages, and reinstatement of its shareholder rights.